Commerzbank AG — Capital/Financing Update 2011

Dec 14, 2011

DGAP-UK Regulatory Service: Commerzbank AG / Miscellaneous

14.12.2011 / 15:34

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NOT FOR DISTRIBUTION FROM, WITHIN, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR ANY OTHER JURISDICTION INTO WHICH DISTRIBUTION OF THIS DOCUMENT WOULD BE UNLAWFUL.

Commerzbank completes measure to further strengthen its capital structure

• Commerzbank purchases hybrid capital instruments (Trust Preferred Securities) from investors with an aggregate principal amount of EUR 1.27 billion

• Transaction results in an increase of the Bank's Core Tier 1 capital of more than EUR 700 million

Commerzbank AG today has successfully completed a measure to further strengthen its capital structure. Overall, investors in selected hybrid equity instruments (Trust Preferred Securities) issued by companies of the Commerzbank Group have offered to sell EUR 1.27 billion equivalent in aggregate principal amount of these instruments to Commerzbank, against cash consideration. The Bank has decided to not apply pro-ration and accepted all of the offered Trust Preferred Securities and will therefore spend total funds of approximately EUR 643 million to purchase Trust Preferred Securities. The tender offer period started on December 5, 2011 and ended yesterday, December 13, 2011, as envisaged. Joint Dealer Managers are Commerzbank, Credit Suisse and J. P. Morgan.

The transaction marks another step in optimising Commerzbank's capital structure in light of the transition to the new regulatory requirements of Basel III. The transaction will have a one-off positive effect of more than EUR 700 million on the consolidated results of the Bank pursuant to IFRS and will result in a respective increase of Core Tier 1 capital.

Commerzbank has purchased the following aggregate principal amount of each Trust Preferred Security issued by companies of the Commerzbank Group included in the tender offer:

Description of the TPS / Issuer / ISIN / Liquidation Preference Amount of the TPS accepted for purchase* / Liquidation Preference Amount of the TPS remaining outstanding**

EUR 1,000,000,000 Noncumulative Trust Preferred Securities / Commerzbank Capital Funding Trust I / DE000A0GPYR7 / EUR 455,150,000 / EUR 189,550,000

GBP 800,000,000 Noncumulative Trust Preferred Securities / Commerzbank Capital Funding Trust II / XS0248611047 / GBP 401,150,000 / GBP 115,600,000

EUR 600,000,000 Noncumulative Trust Preferred Securities / Eurohypo Capital Funding Trust I / XS0169058012 / EUR 198,628,000 / EUR 305,034,000

EUR 300,000,000 Noncumulative Trust Preferred Securities / Commerzbank Capital Funding Trust III / DE000CK45783 / EUR 70,262,000 / EUR 186,423,000

EUR 300,000,000 Noncumulative Trust Preferred Securities / Eurohypo Capital Funding Trust II / DE000A0DZJZ7 / EUR 67,950,000 / EUR 152,146,000

* No accrued interest will be payable. Tendered securities were accepted without application of a Pro-ration Factor. ** Means the Trust Preferred Securities remaining outstanding and not held within the Commerzbank Group.

The aggregate nominal amount of Trust Preferred Securities included in the

tender offer, which is still outstanding and not held within the Commerzbank Group amounts to EUR 970 million equivalent after the transaction.

Press contact: Reiner Rossmann +49 69 136 46646 Maximilian Bicker +49 69 136 28696

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About Commerzbank Commerzbank is a leading bank for private and corporate customers in Germany. With the segments Private Customers, Mittelstandsbank, Corporates & Markets, Central & Eastern Europe as well as Asset Based Finance, the Bank offers its customers an attractive product portfolio, and is a strong partner for the export-oriented SME sector in Germany and worldwide. With a future total of some 1,200 branches, Commerzbank has one of the densest networks of branches among German private banks. It has above 60 sites in more than 50 countries and serves more than 14 million private clients as well as 1 million business and corporate clients worldwide. In 2010, it posted gross revenues of EUR 12.7 billion with some 59,000 employees.

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Disclaimer

This release contains statements concerning the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of the company as well as expected future net income per share, restructuring costs and other financial developments and information. These forward-looking statements are based on the management's current expectations, estimates and projections. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Commerzbank has no obligation to periodically update or release any revisions to the forward-looking statements contained in this release to reflect events or circumstances after the date of this release.

End of UK-Regulatory news

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14.12.2011 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de

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Language:	English
Company:	Commerzbank AG
	Kaiserplatz
	60261 Frankfurt am Main
	Germany
Phone:	+49 (069) 136 20
Fax:	-
E-mail:	ir@commerzbank.com
Internet:	www.commerzbank.de
ISIN:	DE0008032004
WKN:	803200
Listed:	Regulierter Markt in Berlin, Düsseldorf, Frankfurt
	(Prime Standard), Hamburg, Hannover, München, SIX,
	Stuttgart; Terminbörse EUREX; London
Category Code:	MSC
LSE Ticker:	CZB
Sequence Number:	957
Time of Receipt:	Dec 14, 2011 15:31:38

End of News DGAP News-Service

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149771 14.12.2011